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EIH Associated Hotels Ltd. Proxy Solicitation & Information Statement 2023

Mar 31, 2023

60864_rns_2023-03-31_06db64a5-d757-4be5-a2db-8ad2a6ef24e8.pdf

Proxy Solicitation & Information Statement

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31[st] March 2023

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CIN: L92490TN1983PLC009903 Corporate Office: 7, Sham Nath Marg, Delhi-110 054 Telephone: 91-11-2389 0505

Website: www.eihassociatedhotels.in. email: [email protected]

The National Stock Exchange of BSE Limited India Limited Corporate Relationship Department Exchange Plaza, 5[th ] Floor, 1[st ] Floor, New Trading Ring, Plot No. C/1,G Block Rotunda Building, Bandra Kurla Complex, Phiroze Jeejeebhoy Towers, Bandra (East) Dalal Street, Fort Mumbai - 400 051 Mumbai- 400 001 Code- EIHAHOTELS Code: 523127

SUB: NOTICE OF POSTAL BALLOT/ REMOTE EVOTING

Dear Sir/Madam,

Intimation is given that the Company proposes to take the approval of shareholders by way of remote e-voting on Special Business as given in the Postal Ballot Notice (“the Notice”). The Notice as dispatched to Shareholders is enclosed.

Copy of the Notice is also available on the website of the Company www.eihassociatedhotels.in

For ease of participation of the members, the key details with respect to Postal Ballot are provided below:

S.No. Particulars Details
1 Participation in the remote e-voting
on the special resolutions on the
linkintime e-voting platform.
https://evoting.cdslindia.com
2 Username and Password for remote
e-voting
Please refer instructions given in notice.
3 Cut-off date Friday, 24thMarch 2023
4 Time Period for remote e-voting
andphysical ballot
Start – Sunday, 2ndApril 2023 at 10:00 A.M
End- Monday,1stMay2023at5:00P.M.
5 Process for updating the e-mail id
by shareholders
Physical mode – Shareholders to write to our
RTA link Intime India Private Limited at -
delhi @linkintime.co.inor to the Company at
the e-mail [email protected]
Demat mode - shareholders to contact the
DepositoryParticipant(DP)
6 Contact details for remote e-voting Central Depository Services Limited
[email protected]

_______________ TEJASVI Digitally signed

Registered Office: 1/24 G.S.T. Road, Meenambakkam, Chennai – 600 027, India / Telephone: +91-44-2234-4747 DIXIT by TEJASVI DIXIT Date: 2023.03.31 15:33:39 +05'30'

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CIN: L92490TN1983PLC009903 Corporate Office: 7, Sham Nath Marg, Delhi-110 054 Telephone: 91-11-2389 0505 Website: www.eihassociatedhotels.in. email: [email protected]

toll free no. 1800 22 55 33 7 Company’s Contact details Investor Services Division(ISD) EIH Limited, 7 Sham Nath Marg, Delhi – 1100544 Email: [email protected] Phone: 91-11-23890505

Please take this on record.

Thank you,

Yours faithfully,

For EIH Associated Hotels Limited

Digitally signed TEJASV by TEJASVI DIXIT Tejasvi Dixit I DIXIT Date: 2023.03.31 15:34:02 +05'30' Company Secretary

_______________ Registered Office: 1/24 G.S.T. Road, Meenambakkam, Chennai – 600 027, India / Telephone: +91-44-2234-4747

CIN: L92490TN1983PLC009903 Registered Office: 1/24 G.S.T. Road, Meenambakkam, Chennai, Tamil Nadu – 600 027 Corporate Office: 7, Sham Nath Marg, Delhi-110 054 Telephone: 91-11-2389 0505 Website: www.eihassociatedhotels.in, email: [email protected]

NOTICE OF POSTAL BALLOT

( Pursuant to Section 108 and Section 110 of the Companies Act, 2013 read with the Companies

(Management & Administration) Rules, 2014)

To,

The Members,

NOTICE is hereby given in accordance with Section 108 and 110 of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management & Administration) Rules, 2014 (“the Rules”) and other applicable provisions, if any of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings / conducting the process of postal ballot through remote e-voting vide General Circular Nos. 14/2020 dated 08[th] April, 2020; 17/2020 dated 13[th] April, 2020; 20/2020 dated 05[th] May, 2020; 22/2020 dated 15[th] June, 2020; 33/2020 dated 28[th] September, 2020; 39/2020 dated 31[st] December, 2020; 10/2021 dated 23[rd ] June, 2021; 20/2021 dated 08[th] December 2021, 03/2022 dated 05[th] May 2022 and 11/2022 dated 28[th] December 2022 including any other circular issued in this regard (“Relevant Circulars”) and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Secretarial Standard – 2 issued by the Institute of Company Secretaries of India and other applicable laws and regulations, circulars, if any the Company proposes to pass the following resolutions by way of postal ballot through remote e-voting process:-

SPECIAL BUSINESS:

1. Appointment of Mr. Arjun Singh Oberoi (DIN: 00052106) as Director

an To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 161, 152 and other applicable provisions, if any of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualifications of Directors) Rules, 2014 and the applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof) and the rules framed thereunder, subject to the provisions of the Articles of Association of the Company, on the basis of the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Mr. Arjun Singh Oberoi (DIN:00052106), who was appointed as an Additional Director by the Board of Directors w.e.f. 13[th ] March 2023 and holds office upto the date of next Annual General Meeting be and is hereby appointed as Non-Executive Non Independent Director on the Board, liable to retire by rotation;

RESOLVED FURTHER THAT the Company Secretary and Board of Directors be and is hereby severally authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

2. Continuation of Mr. Shib Sanker Mukherji (DIN 00103770) as Non-Executive Chairman on the Board of the Company after attaining the age of 75 years

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

RESOLVED THAT pursuant to Regulation 17(1A) and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof), on the basis of the recommendations of the Nomination and Remuneration Committee, approval of the Board of Directors be and is hereby accorded for continuation of Mr. Shib Sanker Mukherji (DIN 00103770) as the Non-Executive Non-Independent Chairman on the Board of the Company on the existing terms and conditions and his term in office shall be determined for retirement by rotation, notwithstanding his attaining the age of Seventy-five (75) years;

RESOLVED FURTHER THAT the Company Secretary and Board of Directors be and is hereby severally authorised to do all such acts, deeds and things as may be deemed necessary, proper and expedient to give effect to this Resolution.”

Registered Office: 1/24 G.S.T. Road Meenambakkam Chennai, Tamil Nadu – 600 027

Mumbai 13[th] March 2023

By order of the Board of Directors For EIH Associated Hotels Limited

Tejasvi Dixit Company Secretary

NOTES AND INSTRUCTIONS:

  1. An explanatory statement as required under Section 102 of the Companies Act, 2013, setting out the material facts and reasons in respect of the businesses specified above is appended hereto.

  2. Due to the COVID-19 Pandemic restrictions, the Ministry of Corporate Affairs (“MCA”) vide the relevant Circulars, has permitted companies to conduct the Postal Ballot by sending the Notice in electronic form only. The communication of the assent or dissent of the Members would take place through the process of remote e-voting.

  3. The notice is being sent to all the Shareholders, whose names appears on the Register of Members/ List of beneficial owners as received from the National Securities Depository Limited (NSDL)/Central Depository Services (India) Limited (CDSL) as on Friday 24[th] March 2023.

  4. At the Board Meeting held on 13[th] March 2023, the Board has appointed Mr. Arun Kumar Gupta, Practicing Company Secretary, ACS No. 21227, CP No. 8003 as the scrutinizer for conducting the postal ballot through remote e-voting process in accordance with the law and in a fair and transparent manner.

  5. In compliance with the provisions of Section 108 and Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is pleased to provide the remote e-voting facility to all the shareholders. For this purpose, the Company has appointed Central Depository Services (India) Limited (CDSL) for facilitating remote e-voting.

  6. The voting period will commence at 10.00 AM on Sunday, 2[nd] April 2023 and end at 05.00 P.M. on Monday, 1[st] May 2023. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. on 24[th] March 2023, may cast their vote electronically. The e-voting module shall be disabled for voting thereafter. Once the vote on the resolutions is cast by the Member, he/she shall not be allowed to change it subsequently.

  7. The voting rights of the Members shall be in proportion of their shareholding to the total issued and paid-up equity share capital of the Company as on the cut-off date.

  8. The resolution, if approved by the requisite majority, shall be deemed to have been passed on the date of declaration of results i.e Tuesday, 2[nd] May 2023 and as if the same had been passed at a General Meeting of the Members convened in that behalf.

  9. The Scrutinizer will submit his report to the Chairman of the Company or such other person as authorized upon completion of scrutiny of the votes received through the e-voting platform on Tuesday, 2[nd] May 2023. The Chairman or any other person so authorized by him, shall announce the results of the Postal Ballot through e-voting on or before 05:00 P.M. (IST) Tuesday, 2[nd] May 2023.

The results of the Postal Ballot, along with the scrutinizer’s report, will be posted on the Company’s website www.eihassociatedhotels.in and communicated to the stock exchanges where the Company’s shares are listed.

  1. The ordinary resolutions mentioned above shall be declared as passed on the date of the declaration of results if the number of votes cast in favour is more than the number of votes cast against and in case of special resolution, the number of votes in favour shall be three times of the number of votes cast against it.

  2. The Board has appointed Mr.Tejasvi Dixit, Company Secretary as the person responsible for the entire postal ballot process through remote e-voting. For any query(ies)/grievance(s) relating to remote e-voting, please contact Investor Service Division, 7, Shamnath Marg, Delhi- 110054, phone: 011-23890505 email- isdho@ oberoigroup.com.

The instructions for shareholders voting electronically are as under:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

  • (i) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in Demat mode are allowed to vote through their Demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their Demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

securities in Dem at mode CDSL/NSDLis given below: at mode CDSL/NSDLis given below:
Type of
shareholders
Login Method
Individual
Shareholders
holding
securities in
Demat mode
withCDSL
Depository
1.
2.
3.
4.
Users who have opted for CDSL Easi / Easiest facility, can login through their existing
user id and password. Option will be made available to reach e-Voting page without
any further authentication. The URL for users to login to Easi / Easiest arehttps://web.
cdslindia.com/myeasi/home/loginor visitwww.cdslindia.comand click on Login
icon and select New System Myeasi.
After successful login the Easi / Easiest user will be able to see the e-Voting option for
eligible companies where the e-Voting is in progress as per the information provided by
company. On clicking the e-Voting option, the user will be able to see e-Voting page of
the e-Voting service provider for casting your vote during the remote e-Voting period.
Additionally, there is also links provided to access the system of all e-Voting Service
Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the
e-Voting service providers’ website directly.
If the user is not registered for Easi/Easiest, option to register is available athttps://
web.cdslindia.com/myeasi/Registration/EasiRegistration
Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome
page or click onhttps://evoting.cdslindia.com/Evoting/EvotingLoginThe system
will authenticate the user by sending OTP on registered Mobile & Email as recorded in
the Demat Account. After successful authentication, user will be able to see the e-Voting
option where the e-Voting is in progress and also able to directly access the system of all
e-Voting Service Providers.
Individual
Shareholders
holding
securities in
demat mode
withNSDL
Depository
1.
2.
3.
If you are already registered for NSDL IDeAS facility, please visit the e-Services website
of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.
comeither on a Personal Computer or on a mobile.Once the home page of e-Services
is launched, click on the “Benefcial Owner” icon under “Login” which is available
under ‘IDeAS’ section.A new screen will open. You will have to enter your User ID
and Password. After successful authentication, you will be able to see e-Voting services.
Click on “Access to e-Voting” under e-Voting services and you will be able to see
e-Voting page. Click on company name or e-Voting service provider name and you
will be re-directed to e-Voting service provider website for casting your vote during the
remote e-Voting period.
If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile.Once
the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section.A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL),
Password/OTP and a Verifcation Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site wherein you can see
e-Voting page. Click on company name or e-Voting service provider name and you
will be redirected to e-Voting service provider website for casting your vote during the
remote e-Voting period.
Individual
Shareholders
(holding
securities
in demat
mode) login
through their
Depository
Participants
(DP)
You can also login using the login credentials of your demat account through your
Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful
login, you will be able to see e-Voting option. Once you click on e-Voting option, you will
be redirected to NSDL/CDSL Depository site after successful authentication, wherein
you can see e-Voting feature. Click on company name or e-Voting service provider name
and you will be redirected to e-Voting service provider website for casting your vote
during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

login through Depository i.e. CDSL and NSDL
Login type Helpdesk details
Individual Shareholders holding securities in
Demat mode withCDSL
Members facing any technical issue in login can contact
CDSL helpdesk by sending a request athelpdesk.
[email protected] or contact at toll free no.1800 22
55 33
Individual Shareholders holding securities in
Demat mode withNSDL
Members facing any technical issue in login can contact
NSDL helpdesk by sending a request at evoting@nsdl.
co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (i) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders/Member” module.

  • 3) Now enter your User ID

  • For CDSL: 16 digits beneficiary ID,

  • a.

  • For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • b.

  • Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • c.

  • Next enter the Image Verification as displayed and Click on Login.

  • 4)

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • 6) If you are a first-time user follow the steps given below:

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----- Start of picture text -----

For Physical shareholders and other than individual shareholders holding shares in
Demat.
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable
for both demat shareholders as well as physical shareholders)
• Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded
Details in your demat account or in the company records in order to login.
OR Date of Birth • If both the details are not recorded with the depository or company, please enter the
(DOB)
member id / folio number in the Dividend Bank details field.
----- End of picture text -----*

  • (ii) After entering these details appropriately, click on “SUBMIT” tab.

  • (iii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (v) Click on the EVSN for the relevant on which you choose to vote.

  • (vi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (viii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  • (ix) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (x) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page. (xi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • (xii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

  • (xiii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

  • It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .

  2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

  3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 22 55 33

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 Item No.1

Mr. Arjun Singh Oberoi graduated from the University of Buckingham. He is an Executive Chairman of EIH Limited effective from 4[th] May 2022. Prior to this, he had held the position of Managing Director – Development of EIH Limited since 1[st] April 2015. Mr. Arjun Singh Oberoi has rich and varied experience in the hospitality industry and guided the group companies through more than three decades of diversification and growth to emerge as one of the world’s leading luxury hotel brand.

In accordance with Section 161(1) of the Companies Act, 2013, the Board at its meeting held on 13[th] March to the date of the 2023 appointed Mr. Arjun Singh Oberoi as an Additional Director, who shall hold office up next Annual General Meeting or the last date on which the Annual General Meeting should have been held, whichever is earlier..

Mr. Arjun Singh Oberoi is not debarred from appointment as director by SEBI or any other authority.

The Board of Directors have also recommended appointment of Mr. Arjun Singh Oberoi as a Non-Executive Non-Independent Director on the Board and his term in office shall be determined for retirement by rotation, for your approval.

The Resolution set out at Item no. 1 is proposed to be passed as an ordinary resolution.

None of the Directors of the Company and their relatives, Key Managerial Personnel and their relatives, except Mr. Arjun Singh Oberoi, is concerned or interested in Resolution no. 1 proposing his appointment as a Director on the Board of the Company.

Item No.2

Mr. Shib Sanker Mukherji, aged 74 years, is the Non-Executive Non-Independent Chairman of the Board. Pursuant to Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of Seventy-five (75) years unless a special resolution is passed to that effect.

Mr. Shib Sanker Mukherji (DIN 00103770) will attain the age of 75 years on 18[th] July 2023 and therefore, his continuation as the Non-Executive Chairman of the Company would require approval of the Shareholders by way of a Special Resolution.

Mr. Shib Sanker Mukherji is a member of the Institute of Chartered Accountants of India and has completed the Advanced Management Program from Harvard University. Mr. Mukherji joined the group in 1972 and has an experience of about 51 years in the hospitality industry overseeing Strategic Planning, Finance, Accounts, Secretarial, Legal, Human Resources and other functions.

He was appointed as Director of the Company on 07[th] October 1988 and was appointed as Non-Executive Chairman w.e.f 02[nd] May 2022.

Mr. Shib Sanker Mukherji is not debarred from appointment/continuation as director by SEBI or any other authority.

Keeping in view that Mr. Shib Sanker Mukherji is having rich and varied experience in the Hotel Industry and guided the Company through over three decades of diversification and growth to emerge as one of the world’s leading luxury hotel brand, it would be in the interest of the Company to continue him as the Non-Executive Chairman of the Board after attaining the age of Seventy-five (75) years.

The Board of Directors of the Company on the recommendation of the Nomination & Remuneration Committee at its Meeting held on 13[th] March 2023 has recommended his continuation as Non-Executive Non-Independent Chairman of the Board for your approval by way of a special resolution.

The Resolution set out at Item no. 2 is proposed to be passed as a special resolution.

None of the Directors of the Company and their relatives, Key Managerial Personnel and their relatives, except Mr. Shib Sanker Mukherji, is concerned or interested in Resolution no. 2.

Nature of Concern or Interest and other particulars

  1. None of the Directors and the Key Managerial Personnel of the Company holds more than 2% of the shareholding in the Company as well as any other Public Company in which they may be Directors/ Key Managerial Personnel and which may get affected.

  2. In accordance with Regulation 36(3) of the Listing Regulations and Secretarial Standard-2, other particulars of Mr. Arjun Singh Oberoi and Mr. Shib Sanker Mukherji are given in the Annexure .

  3. The Nomination and Remuneration Committee and the Board of Directors have approved and recommended to shareholders, appointment of Mr. Arjun Singh Oberoi as a Non-Executive NonIndependent Director and continuation of Mr. Shib Sanker Mukherji as Non-Executive Non-Independent Chairman.

Registered Office: By order of the Board of Directors 1/24 G.S.T. Road For EIH Associated Hotels Limited Meenambakkam Chennai, Tamil Nadu – 600 027

Mumbai

Tejasvi Dixit Company Secretary

13[th] March 2023

DETAILS OF THE DIRECTORS SEEKING RE-APPOINTMENT

[Pursuant to Secretarial Standard on General Meetings (SS-2)]

Name of the Director Mr. Arjun Singh Oberoi Mr. Shib Sanker Mukherji
Date of Birth (Age) 21/12/1966
(56)
18/07/1948
(74)
Date of frst appointment on the
Board
13/03/2023 07/10/1988
Qualifcations B.Sc. (Economics) from the University of
Buckingham, United Kingdom
F.C.A., Advanced
Management Program
(Harvard, University United
States)
Experience inyears 34 51
Terms and conditions of
appointment / re-appointment
along with details of
remuneration to bepaid
Appointed asa Non-Executive Non-
Independent Directoron the Board, liable
to retire by rotation
Continuation
as
Non

Executive Non Independent
Chairman after attaining the
age of 75years
Remuneration last drawn by
suchperson, if applicable
Nil Nil
Shareholding in the Company Nil 10,000 Equity Shares
Relationship with other
Directors, Manager and other
Key Managerial Personnel of
the Company
No Relationship No Relationship
No. of Board Meetings
attended/held during Financial
Year 2022-23
NA 6/6
Directorships held in other
Companies (excluding foreign
Companies)
1. EIH Limited
2. Mumtaz Hotels Limited
3. Mashobra Resort Limited
4. Oberoi Kerala Hotels & Resorts Limited
5. Oberoi Hotels Private Limited
6. Oberoi Holdings Private Limited
7. Oberoi Properties Private Limited
8. Oberoi Lutyens Private Limited
9. Bombay Plaza Private Limited
10. Oberoi Plaza Private Limited
11. Oberoi Leasing and Finance Co
Private Ltd.
12. Oberoi Investments Private Limited
13. Oberoi Buildings & Investments
Private Ltd.
Nil
Chairmanship/ Membership
of Committees in other
Companies
1. EIH Limited – Audit Committee,
Nomination and Remuneration
Committee, CSR Committee,
Stakeholders Relationship Committee,
Risk Management Committee and
Authorisation Committee
2. Mumtaz Hotels Limited – CSR
Committee;
3. Mashobra Resort Limited – CSR
Committee.
4. Oberoi Hotels Private Limited- CSR
Committee
NA